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Shareholder Engagement: A Director’s Guide to Building Investor Credibility and Confidence

Posted by Matt DiGuiseppe, Gregory Johnson, and Ariel Smilowitz, PricewaterhouseCoopers LLP, on

Tuesday, July 14, 2026

Board of Directors, Institutional Investors, Investor Relations, Proxy season, Shareholder activism, shareholder engagement
More from: Ariel Smilowitz, Gregory Johnson, Matt DiGuiseppe, PwC

Matt DiGuiseppe is Managing Director, and Gregory Johnson and Ariel Smilowitz are Directors at PricewaterhouseCoopers LLP. This post is based on their PwC memorandum.

Introduction

Director–shareholder engagement is undergoing a fundamental shift. Since the beginning of 2025, changes in regulation, market structure, and investor behavior have made engagement more complex and increasingly more direct between directors and shareholders.

Investors are bringing a wider range of priorities and perspectives to their engagements with companies. Asset managers’ proxy voting is increasingly fragmented across teams, client-directed voting programs, and technology-enabled decision-making, with some investors relying on proprietary platforms, data, and AI tools to inform voting. These changes are resulting in more customized and less standardized voting approaches, making outcomes less predictable. In parallel, regulatory developments and heightened scrutiny of investor influence are reshaping how investors engage (see appendix).

What the SEC’s Proposed Rescission of its Climate-Related Disclosure Rules Signals for Future Disclosure Rulemaking Beyond Climate

Posted by Erik Gerding, Melissa Hodgman, and Ginger Hervey, Freshfields US LLP, on

Tuesday, July 14, 2026

Climate Disclosure, Climate Disclosure Rules, disclosure requirements, ESG, ESG disclosure, SEC
More from: Erik Gerding, Ginger Hervey, Melissa Hodgman, Freshfields

Erik Gerding and Melissa Hodgman are Partners and Ginger Hervey is an Associate at Freshfields US LLP. This post is based on their Freshfields memorandum.

On May 29, 2026, the U.S. Securities and Exchange Commission (the SEC, or the Commission) voted to propose the rescission of its March 2024 climate-related disclosure rules in their entirety. The Commission’s decision to walk back the rules – which had been stayed by a federal court since April 2024 and never took effect – was not unexpected. The Commission abandoned its defense of the rules in March 2025, and the Eighth Circuit subsequently held the challenges in abeyance pending the Commission’s consideration of whether to modify or rescind the rules.

What is potentially significant, however, is how the Commission justified proposing to rescind the rules – and what that justification could mean for the future of SEC disclosure rulemaking well beyond climate. In short, the arguments the Commission outlined in the May 29 release (the Rescission Proposing Release) set out a roadmap for future plaintiffs to challenge not only other so-called “ESG” disclosures required by the SEC, but potentially a swath of other disclosure rules as well, many of which have been in place for an extended period of time. This roadmap for plaintiffs, in turn, could complicate efforts by future Commissions to issue new disclosure rules, whether on “ESG” matters or otherwise. The legal theories outlined in the Rescission Proposing Release seem designed to cabin the agency’s future rulemakings, perhaps dramatically.

Proxy Season 2026: Director Support & Board Independence

Posted by Subodh Mishra, ISS STOXX, on

Monday, July 13, 2026

Board independence, Board of Directors, Director Support, noemail, Proxy Season 2026, Proxy voting, Shareholder voting
More from: Kevin Kim, Subodh Mishra, Toby Huang, ISS STOXX

Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Kevin Kim, Senior Associate for Compensation & Governance Advisory; and Toby Huang, Senior Associate for Data Analytics, at ISS-Corporate.

Director support remains uneven: governance chairs continue to see the lowest backing, while overall support has only recently rebounded from 2023 lows, highlighting persistent investor scrutiny of accountability and oversight.

In this iteration of our ongoing series covering the 2026 U.S. proxy season, we examine trends surrounding director support in the Russell 3000. Over the past five years, director support levels for all positions were at their lowest in 2023, though support has increased since then. However, median director support continues to vary depending on the director’s role. In particular, governance chairs continue to receive the lowest levels of support, which may be driven by ongoing shareholder concerns over issues for which they are generally held accountable. In this iteration of our ongoing series covering the 2026 U.S. proxy season, we examine trends surrounding director support in the Russell 3000. Over the past five years, director support levels for all positions were at their lowest in 2023, though support has increased since then. However, median director support continues to vary depending on the director’s role. In particular, governance chairs continue to receive the lowest levels of support, which may be driven by ongoing shareholder concerns over issues for which they are generally held accountable.

Recent Decisions Amplify Delaware Law on Forum Selection Provisions and Bylaws

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on

Monday, July 13, 2026

delaware, Delaware law, Exclusive Forum Bylaws, fiduciary duty, Forum selection, noemail, Restrictive Covenants
More from: Colum Weiden, Gail Weinstein, Philip Richter, Randi Lally, Steven Epstein, Steven Steinman, Fried Frank

Gail Weinstein is a Senior Counsel, Philip Richter is a Partner, and Steven Epstein is the Managing Partner at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Weinstein, Mr. Richter, Mr. Epstein, Steven J. Steinman, Randi Lally, and Colum J. Weiden, and is part of the Delaware Law Series; links to other posts in the series are available here.

In four recent decisions, the Delaware Court of Chancery has addressed forum selection provisions and exclusive forum bylaws in various contexts. In three of the cases, the court rejected applying a Delaware forum selection provision or bylaw—in two of the cases, in the context of employment-related disputes and, in one case, in the context of a reincorporation from Delaware. In the fourth case, the court provides a relevant drafting lesson.

In GI DI Rushmore Parent v. Stoop (“Bluepeak”) (June 10, 2026), the court refused to enforce, against an employee who lived and worked in Oklahoma, a Delaware forum selection provision that was incorporated by reference into an equity incentive award, from a partnership agreement that was not accessible to the employee.
In Masimo v. Kiani (Apr. 21, 2026), the court refused to enforce, against an employee who lived and worked in California, a Delaware exclusive forum bylaw, in connection with a dispute relating to an employment agreement that contained a California exclusive forum provision.
In Tesla Deriv. Litig. (Apr. 13, 2026), the court enforced, retroactively, with respect to conduct occurring before the company reincorporated from Delaware, a Texas exclusive forum bylaw adopted when the company reincorporated.
In Kelly Roofing v. Flores (June 4, 2026), the court provided a drafting lesson for ensuring clarity as to whether a forum selection provision is mandatory or merely permissive.

Comment Letter on the SEC’s Proposal to Replace Quarterly Reporting with Semiannual Reporting

Posted by Sarah Keohane Williamson, FCLTGlobal, on

Sunday, July 12, 2026

Comment letters, Form 10-Q, Form 10-S, Periodic reporting, Quarterly Reporting, SEC, Semiannual Reporting
More from: Sarah Keohane Williamson, FCLTGlobal

Sarah Keohane Williamson is the CEO of FCLTGlobal. This post is based on her SEC comment letter.

FCLTGlobal respectfully submits this comment in response to the Securities and Exchange Commission’s proposed rule amendments that would permit public companies to elect semiannual reporting in lieu of quarterly reporting (Release No. 33-11414, File No. S7-2026-15).

FCLTGlobal is a nonprofit research organization whose mission is to mobilize companies and investors to focus capital on the long term. Our membership spans asset owners, asset managers, and corporations domiciled in countries around the world that support a longer-term framing in corporate and investment decision-making

This proposal is a meaningful step toward reducing structural short-termism in U.S. public capital markets — a problem FCLTGlobal has studied and documented over more than a decade. We offer the comments below to both affirm the proposal’s direction and to identify several considerations.

Comment Letter on the SEC’s Proposal to Replace Quarterly Reporting with Semiannual Reporting

Posted by Kris Ramesh (Rice University), on

Saturday, July 11, 2026

Capital markets, Comment letters, Financial reporting, SEC rulemaking, Securities regulation, Semiannual Reporting
More from: Donal Byard, Edward Li, Kris Ramesh, Min Shen

Kris Ramesh is the Herbert S. Autrey Professor of Accounting, Jones Graduate School of Business at Rice University. This post is based on an SEC comment letter by Donal Byard, Irving Weinstein Professorship in Accountancy & Chair, Stan Ross Department of Accountancy, Baruch College, CUNY; Edward Li, Professor of Accounting, Stan Ross Department of Accountancy, Baruch College, CUNY; Kris Ramesh; and Min Shen, Associate Professor of Accounting, Philip G. Buchanan Fellow, Costello College of Business, George Mason University.

We welcome the opportunity to comment on the Securities and Exchange Commission’s proposed amendments that would allow Exchange Act reporting companies to elect semiannual reporting on a new Form 10-S in lieu of quarterly reports on Form 10-Q (“the proposal”). We write as academics with extensive experience conducting research that examines SEC periodic reports, earnings announcements, information intermediaries, and the dissemination and processing of public company disclosures. We appreciate the proposal’s careful economic analysis of the potential costs and benefits of the proposed rule change. Drawing on our experience as active researchers in this field, we aim to clarify relevant findings from the academic literature and to highlight important operational considerations that may arise in implementing the proposed rule change.

Remarks by Chair Atkins on Disclosure Reform and Shareholder Proposal Policy

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on

Friday, July 10, 2026

Board of Directors, corporate disclosure, Fiduciary duties, Public Companies, SEC, Shareholder rights
More from: Paul Atkins, U.S. Securities and Exchange Commission

Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent remarks. The views expressed in the post are those of Chairman Atkins and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Good morning, ladies and gentlemen. And thank you, Keir [Gumbs], for your warm introduction. I look forward to our conversation in just a few moments.

Before I offer a few reflections, I must note that the views I express here today are my own as Chairman and do not necessarily reflect those of the SEC as an institution or of my fellow Commissioners.

Of course, I should also like to thank the Society for Corporate Governance for the invitation to join you today. While it is always an honor to speak with the Society, this occasion is rendered especially significant for two reasons. First, as a graduate of Vanderbilt Law School, returning to Nashville always feels like a homecoming. But second—and more importantly—because we gather in the immediate wake of our nation’s 250th anniversary, it is a moment that lends particular weight to our discussion today.

Weekly Roundup: July 3-9, 2026

Posted by the Harvard Law School Forum on Corporate Governance, on

Friday, July 10, 2026

Weekly Roundup
More from:

This roundup contains a collection of the posts published on the Forum during the week of July 3-9, 2026

Where Stewardship is Heading: Survey Findings on Outsourcing and Oversight

Posted by Rickard Nilsson, Glass, Lewis & Co., on Friday, July 3, 2026

Tags: Asset Managers, asset owners, ESG, Institutional Investors, Investment Stewardship, Investor Engagement, Proxy voting, shareholder engagement, Stewardship

Other People’s Votes

Posted by Edwin Hu (University of Virginia), Nadya Malenko (Boston College), and Jonathon Zytnick (Georgetown University), on Saturday, July 4, 2026

Tags: AI, corporate law, Institutional Investors, Proxy Advisor, SEC, Shareholder voting

Strategy’s Bitcoin Treasury Model: Corporate Omphaloskepsis, Polypharmacy of Risk, and Shareholder and Societal Welfare

Posted by Henry Hu (University of Texas Law School), on Sunday, July 5, 2026

Tags: bitcoin treasury company, Corporate governance, crypto regulation, Delaware law, disclosure rules, ETF, financial innovation, Index funds, Investment Company Act, Investor protection, MSCI, Nasdaq-100, SEC regulation, shareholder wealth maximization, stock indexes, Strategy Inc

Delaware’s First Read on the DGCL Section 144 Safe Harbor

Posted by Andre G. Bouchard, Michael Darby and Carmen X. Lu, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Monday, July 6, 2026

Tags: Ayers v Foley, Conflicted Transactions, delaware, Delaware law, DGCL, DGCL s.122, DGCL S.144, Director compensation, Director Independence, Safe harbor

The Say-on-Pay Vote Is In. What Did It Actually Say?

Posted by Serdar Sikca and Kenneth Sparling, FW Cook, on Monday, July 6, 2026

Tags: 2026 proxy season, annual meetings, Compensation committees, Executive Compensation, executive pay, Proxy season, Say on pay, shareholder engagement, Shareholder voting

Trends and Updates from the 2026 Proxy Season

Posted by Elizabeth Bieber, Pamela Marcogliese, and Abbey MacDonald, Freshfields US LLP, on Tuesday, July 7, 2026

Tags: Board of Directors, ESG, Executive Compensation, Institutional Investors, Proxy season, Proxy voting, SEC, Shareholder activism, shareholder engagement, Shareholder proposals

The Hidden Cost of Stock Market Concentration: When Funds Hit Regulatory Limits

Posted by Lubos Pastor, Taisiya Sikorskaya, and Jinrui Wang (University of Chicago Booth School of Business), on Tuesday, July 7, 2026

Tags: Asset management, ETFs, Market Concentration, Mutual funds, portfolio

Five Things the Strongest Boards Do Differently

Posted by Rusty O’Kelley, Richard Fields, and Laura Sanderson, Russell Reynolds Associates, on Tuesday, July 7, 2026

Tags: Board composition, Board culture, board effectiveness, Board leadership, Board of Directors, CEO succession, CEO Succession Planning, director engagement, director performance

Comment Letter on the SEC’s Proposal to Replace Quarterly Reporting with Semiannual Reporting

Posted by Sandra J. Peters and Matthew P. Winters, CFA Institute, on Wednesday, July 8, 2026

Tags: Capital markets, Comment letters, investor protections, Quarterly Reporting, SEC, Semiannual Reporting

Statement by Chair Atkins on the 2026 Regulatory Agenda

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on Wednesday, July 8, 2026

Tags: Capital formation, corporate disclosure, Investor protection, Regulatory, regulatory agenda, SEC, SEC rulemaking

Delaware Chancery Dismisses KnowBe4 Take-Private Challenge

Posted by Jason Halper, Michael C. Holmes, and Sara Brauerman, Vinson & Elkins LLP, on Thursday, July 9, 2026

Tags: Control group, delaware, Delaware Court of Chancery, Delaware law, Fiduciary duties, M&A Litigation, Private equity, Special committees

Comment Letter on the SEC’s Proposal to Replace Quarterly Reporting with Semiannual Reporting

Posted by Jeff Mahoney, Council of Institutional Investors, on Thursday, July 9, 2026

Tags: Comment letters, corporate disclosure, Form 10-Q, Form 10-S, Periodic reporting, Quarterly Reporting, SEC, Semiannual Reporting

Comment Letter on the SEC’s Proposal to Replace Quarterly Reporting with Semiannual Reporting

Posted by Jeff Mahoney, Council of Institutional Investors, on

Thursday, July 9, 2026

Comment letters, corporate disclosure, Form 10-Q, Form 10-S, Periodic reporting, Quarterly Reporting, SEC, Semiannual Reporting
More from: Jeff Mahoney, Council of Institutional Investors

Jeffrey P. Mahoney is General Counsel at the Council of Institutional Investors. This post is based on his SEC comment letter.

The Council of Institutional Investors (CII)[1] respectfully submits this letter in response to the Securities and Exchange Commission’s (SEC or Commission) request for comments on its proposed “amendments to allow companies to file semiannual reports on Form 10-S in lieu of quarterly reports on Form 10-Q to meet their interim reporting obligations under the Securities Exchange Act of 1934 (‘Exchange Act’)” (Proposed Rule).[2] CII opposes the Proposed Rule. CII is a nonprofit, nonpartisan association of U.S. public, corporate and union employee benefit funds, other employee benefit plans, state and local entities charged with investing public assets, and foundations and endowments with combined assets under management of approximately $5.2 trillion. Our member funds include major long-term shareowners with a duty to protect the retirement savings of millions of workers and their families, including public pension funds with more than 15 million participants – true and real “Main Street” investors through their pension funds. Our associate members include non-U.S. asset owners with about $5.8 trillion in assets, and a range of asset managers with more than $74 trillion in assets under management.

Delaware Chancery Dismisses KnowBe4 Take-Private Challenge

Posted by Jason Halper, Michael C. Holmes, and Sara Brauerman, Vinson & Elkins LLP, on

Thursday, July 9, 2026

Control group, delaware, Delaware Court of Chancery, Delaware law, Fiduciary duties, M&A Litigation, Private equity, Special committees
More from: Jason Halper, Michael Holmes, Sara Brauerman, Vinson & Elkins

Jason Halper is a Partner, Michael C. Holmes is Vice Chair, and Sara Brauerman is a Partner at Vinson & Elkins LLP. This post is based on a Vinson & Elkins memorandum by Mr. Halper, Mr. Holmes, Ms. Brauerman, Marisa Antonelli, and Anna Boos, and is part of the Delaware law series; links to other posts in the series are available here.

On May 27, 2026, Chancellor Kathaleen McCormick of the Delaware Court of Chancery issued a memorandum opinion in Le Clair v. KnowBe4, Inc., C.A. No. 2024-1143-KSJM, granting defendants’ motions to dismiss all claims arising from Vista Equity Partners’ $4.6 billion acquisition of KnowBe4, Inc. The decision is notable for its treatment of two key issues: (1) the standard for pleading the existence of a stockholder control group, and (2) the cleansing effect of an informed, uncoerced stockholder vote under Corwin v. KKR Financial Holdings LLC where entire fairness would otherwise apply due to director-level conflicts. 125 A.3d 304 (Del. 2015). The opinion reinforces the importance of robust procedural protections — including a fully empowered special committee and a majority-of-the-minority vote — in similar M&A transactions involving director-level conflicts.

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